Certain Notifications. (a) From the date hereof until the Closing, except as Previously Disclosed, AIG shall promptly notify the FRBNY, the UST and the Trust of (i) any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by the Transaction Documents; provided, however, that delivery of any notice pursuant to this Section 9.05(a) shall not limit or affect any rights of or remedies available to the FRBNY, the UST, the Trust or any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) of this Section 9.05(a) shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfied. (b) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST of any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any covenant or agreement of AIG or any SPV contained in this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respect; provided, however, that delivery of any notice pursuant to this Section 9.05(b) shall not limit or affect any rights of or remedies available to the FRBNY or the UST.
Appears in 6 contracts
Sources: Frbny Master Transaction Agreement, Master Transaction Agreement, Master Transaction Agreement
Certain Notifications. (a) From Between the date hereof until of this Agreement and the ClosingEffective Time, except as Previously Disclosed, AIG the Company shall promptly notify the FRBNY, the UST Parent and the Trust Purchaser of (i) any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement, including the Transaction DocumentsMerger, (ii) any notice or communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, including the Merger, and (iii) any Action commenced or, to the Company’s knowledge, threatened against the Company or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or which relates to the consummation of the transactions contemplated by this Agreement, including the Merger. Between the date of this Agreement and the Effective Time, Parent and Purchaser shall promptly notify the Company of any Action commenced or, to the knowledge of Parent or Purchaser, threatened against Parent or Purchaser which relates to the consummation of the transactions contemplated by this Agreement. Between the date of this Agreement and the Effective Time, each party shall promptly notify the other parties hereto in writing of (a) the occurrence, or nonoccurrence, of any event the occurrence, or nonoccurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (b) any failure of the Company, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 9.05(a) 7.10 shall not limit cure any breach of any representation or affect any rights warranty requiring disclosure of or remedies available such matter prior to the FRBNY, the UST, the Trust or any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) of this Section 9.05(a) shall not constitute a breach date of this Agreement or the failure of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfied.
(b) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST of any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any covenant or agreement of AIG or any SPV contained in this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respect; provided, however, that delivery of any notice pursuant to this Section 9.05(b) shall not otherwise limit or affect any rights of or the remedies available hereunder to the FRBNY or the USTparty receiving such notice.
Appears in 3 contracts
Sources: Merger Agreement (Comtech Telecommunications Corp /De/), Merger Agreement (Radyne Corp), Merger Agreement (Comtech Telecommunications Corp /De/)
Certain Notifications. (a) From Between the date hereof until and the ClosingEffective Time, except as Previously Disclosed, AIG the Company shall promptly notify the FRBNY, the UST Parent and the Trust Acquisition Sub of (i) any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by hereby, if the Transaction Documents; provided, however, that delivery of any notice pursuant to this Section 9.05(a) shall not limit or affect any rights of or remedies available to the FRBNY, the UST, the Trust or any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) of this Section 9.05(a) shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfied.
(b) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST of any fact, event or circumstance to the knowledge of AIG which obtain such consent would reasonably be expected to cause have a Company Material Adverse Effect, (ii) any covenant notice or agreement of AIG communication from any Governmental Entity in connection with the transactions contemplated hereby and (iii) any action, suit, charge, complaint, grievance or proceeding commenced or, to the Company’s Knowledge, threatened against the Company or any SPV contained in Subsidiary which, if pending on the date of this Agreement that contemplates performance after Agreement, would have been required to have been disclosed pursuant to Section 3.13 or which relates to the Closing Date not to be complied with or satisfied in any material respect; providedconsummation of the transactions contemplated hereby. Between the date hereof and the Effective Time, however, that delivery Parent and Acquisition Sub shall promptly notify the Company of any notice action, suit, charge, complaint, grievance or proceeding commenced or, to the Knowledge of Parent, threatened against Parent or Acquisition Sub which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Section 9.05(b) shall not limit 4.9 or affect any rights of or remedies available which relates to the FRBNY consummation of the transactions contemplated hereby. Between the date hereof and the Effective Time, each party shall promptly notify the other parties hereto in writing after becoming aware of the occurrence of any event which will, or is reasonably likely to, result in the USTfailure to satisfy any of the conditions specified in Article VI.
Appears in 2 contracts
Sources: Merger Agreement (Allied Healthcare International Inc), Merger Agreement (Tripath Imaging Inc)
Certain Notifications. (a) From the date hereof through the Closing, upon Purchaser’s reasonable request, Systemax shall confer during normal business hours with one or more designated Representatives of Purchaser to report material operational matters and the general status of on-going operations of the Business. Systemax shall promptly notify Purchaser of any known material change in respect of the Purchased Assets and shall keep Purchaser fully informed of such events. Except for matters described on Schedules 4.1 or 4.2, from the date of this Agreement until the Closing, except as Previously Disclosed, AIG Systemax shall promptly notify the FRBNY, the UST and the Trust of Purchaser in writing regarding any:
(i) Any circumstance or event known to Systemax or any fact, event or circumstance to the knowledge of AIG which would Seller that could reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, have a Material Adverse Effect;
(ii) any factFact, circumstance, event, changeor action known by Systemax or any Seller (i) which, if known on the date of this Agreement, would have been required to be disclosed in or pursuant to this Agreement; or (ii) the existence, occurrence, condition or development taking of which AIG is aware would result in any of the representations and which, individually warranties of Sellers contained in this Agreement or in the aggregateany Transaction Agreement not being true and correct when made or at Closing;
(iii) Breach of any covenant or obligation of any Seller hereunder; or
(iv) Circumstance or event which will result in, has had or would could reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by the Transaction Documents; providedresult in, however, that delivery of any notice pursuant to this Section 9.05(a) shall not limit or affect any rights of or remedies available to the FRBNY, the UST, the Trust or any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) of this Section 9.05(a) shall not constitute a breach of this Agreement or the failure of any condition set forth Seller to timely satisfy any of the closing conditions specified in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfiedthis Agreement.
(b) From and after the Closing Datedate of this Agreement until the Closing, AIG Purchaser shall promptly notify Systemax in writing regarding any:
(i) Fact, circumstance, event, or action known by Purchaser (i) which, if known on the FRBNY date of this Agreement, would have been required to be disclosed in or pursuant to this Agreement; or (ii) the existence, occurrence, or taking of which would result in any of the representations and the UST warranties of Purchaser or PCM contained in this Agreement or in any Transaction Agreement not being true and correct when made or at Closing;
(ii) Breach of any factcovenant or obligation of Purchaser or PCM hereunder; or
(iii) Circumstance or event which will result in, event or circumstance to the knowledge of AIG which would could reasonably be expected to cause result in, the failure of Purchaser or PCM to timely satisfy any covenant or agreement of AIG or any SPV contained the closing conditions specified in this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respect; provided, however, that delivery of any notice pursuant to this Section 9.05(b) shall not limit or affect any rights of or remedies available to the FRBNY or the USTAgreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Systemax Inc), Asset Purchase Agreement (Pcm, Inc.)
Certain Notifications. (a) From Between the date hereof until and the ClosingEffective Time, except as Previously Disclosed, AIG the Company shall promptly notify the FRBNY, the UST Parent and the Trust Acquisition Sub of (i) any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person of which the Company has Knowledge alleging that the consent of such Person is or may be required in connection with the transactions contemplated by hereby, (ii) any notice or communication from any Governmental Entity in connection with the Transaction Documentstransactions contemplated hereby and (iii) any action, suit, charge, complaint, grievance or proceeding commenced or, to the Company's Knowledge, threatened against the Company or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.13 or which relates to the consummation of the transactions contemplated hereby. Between the date hereof and the Effective Time, Parent and Acquisition Sub shall promptly notify the Company of any action, suit, charge, complaint, grievance or proceeding commenced or, to the Knowledge of Parent or Acquisition Sub, threatened against Parent or Acquisition Sub which, if pending on the date of this Agreement, would reasonably be expected to materially delay or impair the consummation of the transactions contemplated hereby. Between the date hereof and the Effective Time, each party shall promptly notify the other parties hereto in writing after becoming aware of the occurrence of any event which will, or is reasonably likely to, result in the failure to satisfy any of the conditions specified in Article VI; provided, however, that the delivery of any notice pursuant to this Section 9.05(a) 5.11 shall not limit cure any breach of any representation or affect any rights warranty requiring disclosure of or remedies available such matter prior to the FRBNY, the UST, the Trust or any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) of this Section 9.05(a) shall not constitute a breach date of this Agreement or the failure of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfied.
(b) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST of any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any covenant or agreement of AIG or any SPV contained in this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respect; provided, however, that delivery of any notice pursuant to this Section 9.05(b) shall not otherwise limit or affect any rights of or the remedies available hereunder to the FRBNY or the USTparty receiving such notice.
Appears in 2 contracts
Sources: Merger Agreement (Shopko Stores Inc), Merger Agreement (Shopko Stores Inc)
Certain Notifications. (a) From the date hereof of this Agreement until the Closing, except as Previously Disclosed, AIG Seller shall promptly notify the FRBNY, the UST and the Trust of Purchaser in writing regarding any:
(ib) any fact, Circumstance or event or circumstance to the knowledge of AIG which would reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or that would reasonably be expected to have an AIG a Material Adverse Effect on the Business;
(i) Fact, circumstance, event or (iii) any notice action by Seller, the existence, occurrence, or other communication from any Person alleging that the consent taking of such Person is or may be required in connection with the transactions contemplated by the Transaction Documents; providedwhich, however, that delivery of any notice pursuant to this Section 9.05(a) shall not limit or affect any rights of or remedies available to the FRBNYKnowledge of Seller, the UST, the Trust or results in any of the Trustees; provided, further, representations and warranties of Seller contained in this Agreement not being true and correct and which would cause the closing conditions specified in Article 9 to not be satisfied (provided that the failure of a failure party to comply with clause (i) or (ii) of this Section 9.05(a) deliver any notice hereunder shall not constitute a breach of covenant for indemnification purposes hereunder); and
(ii) Material breach of any covenant or obligation of Seller hereunder.
(c) From the date of this Agreement until the Closing, Purchaser shall promptly notify Seller in writing regarding any:
(i) Fact, circumstance, event or action by Purchaser, the failure existence, occurrence, or taking of which, to the Knowledge of Purchaser, results in any condition set forth of the representations and warranties of Purchaser contained in Section 10.02(a) this Agreement not being true and correct and which would cause the closing conditions specified in Article 9 to not be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in (provided that the failure of a condition set forth in Section 10.02(a) party to be satisfied.deliver any notice hereunder shall not constitute a breach of covenant for indemnification purposes hereunder); and
(bd) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST Material breach of any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any covenant or agreement obligation of AIG or any SPV contained in this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respect; provided, however, that delivery of any notice pursuant to this Section 9.05(b) shall not limit or affect any rights of or remedies available to the FRBNY or the USTPurchaser hereunder.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Smith Micro Software Inc), Asset Purchase Agreement (Pc Tel Inc)
Certain Notifications. (a) From the date hereof until the Closing, except Sellers shall (as Previously Disclosed, AIG shall promptly such acts are applicable to Sellers):
(1) Promptly notify the FRBNY, the UST and the Trust Purchaser of (i) any factaction taken by Sellers, event or any circumstance to the knowledge of AIG which would or event, that could reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, have a Material Adverse Effect and (ii) any fact, circumstance, event, changeor action affecting the Purchased Assets (A) which, occurrenceif known at the date of this Agreement, condition would have been required to be disclosed in or development pursuant to this Agreement or (B) the existence, occurrence or taking of which AIG would result in any of the representations and warranties of Sellers contained in this Agreement or any agreement contemplated to be delivered by or entered into by Sellers in connection with or pursuant to this Agreement not being true and correct in all material respects when made or at the Closing, provided, however, if there is aware and which(i) any action taken by Sellers, individually or in the aggregateany circumstance or event, has had or would that could reasonably be expected to have an AIG a Material Adverse Effect and (ii) any fact, circumstance, event, or action affecting the Purchased Assets (A) which, if known at the date of this Agreement, would have been required to be disclosed in or pursuant to this Agreement or (iiiB) the existence, occurrence or taking of which would result in any notice of the representations and warranties of Sellers contained in this Agreement or other communication from any Person alleging that the consent of such Person is agreement contemplated to be delivered by or may be required entered into by Sellers in connection with the transactions contemplated by the Transaction Documents; provided, however, that delivery of any notice or pursuant to this Agreement not being true and correct in all material respects when made or at the Closing, Purchaser shall be permitted to terminate this Agreement in accordance with the provisions of Section 9.05(a9.4 hereof.
(2) shall not limit Promptly notify Purchaser regarding any material breach of any covenant or affect obligation of Sellers hereunder; and
(3) Promptly notify Purchaser in writing of the occurrence of any rights of circumstance or remedies available event which will result in, or could reasonably be expected to the FRBNYresult in, the UST, the Trust or failure of Sellers to timely satisfy any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) closing conditions specified in Section 7 of this Section 9.05(a) shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfiedAgreement.
(b) From and after the date of this Agreement until the Closing Date, AIG shall promptly Purchaser shall:
(1) Promptly notify Sellers in writing of the FRBNY and the UST occurrence of any factcircumstance or event which will result in, event or circumstance to the knowledge of AIG which would could reasonably be expected to cause result in, the failure of Purchaser to timely satisfy any covenant of the closing conditions specified in Section 8 of this Agreement; and
(2) Promptly forward to Sellers a copy (unless already served on Sellers’ counsel) of any notice, application, motion, objection, response, proposed order or agreement of AIG other documents or pleadings relating in any SPV contained in way to this Agreement that contemplates performance after or the Closing Date not to be complied transactions contemplated hereby or thereby (together with or satisfied in any material respect; provided, however, that delivery a true and correct copy of any notice pursuant to this Section 9.05(b) shall not limit such documents or affect any rights of or remedies available to the FRBNY or the USTpleadings).
Appears in 2 contracts
Sources: Asset Purchase Agreement (Proxim Corp), Asset Purchase Agreement (Proxim Corp)
Certain Notifications. Maxygen shall give prompt notice to Bio, and Bio shall give prompt notice to Maxygen, of:
(a) From the date hereof until the Closing, except as Previously Disclosed, AIG shall promptly notify the FRBNY, the UST and the Trust of (i) any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, changeor action by Maxygen or Bio, respectively, (i) which, if known on the date of this Agreement, would have been required to be disclosed in or pursuant to this Agreement or any other Transaction Agreement; or (ii) the existence, occurrence, condition or development taking of which AIG is aware would result in any of the representations and warranties of Maxygen contained in this Agreement or in any other Transaction Agreement not being true and correct when made or at Closing, but in each case only if such fact, circumstance, event, or action, if in existence as of the Closing Date, would be reasonably likely to cause the condition set forth in either Sections 6.1(a) or 6.2(a), as the case may be, not to be satisfied,
(b) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which, individually if in existence as of the Closing Date, would be reasonably likely to cause the condition set forth in either Sections 6.1(a) or in 6.2(a), as the aggregatecase may be, has had not to be satisfied, and
(c) any failure of, circumstance or would event which will result in, or could reasonably be expected to have an AIG Material Adverse Effect result in, the failure of Maxygen or (iiiBio, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, but only if such noncompliance, if in continuing as of the Closing Date, would cause the condition set forth in either Sections 6.1(b) any notice or other communication from any Person alleging that 6.2(b), as the consent of such Person is or case may be, not to be required in connection with the transactions contemplated by the Transaction Documentssatisfied; provided, however, that the delivery of any notice pursuant to this Section 9.05(a8.3(c) shall not limit or otherwise affect any rights of or remedies available to the FRBNYparty receiving such notice. Notwithstanding the foregoing, the UST, the Trust or any of the Trustees; provided, further, that a failure neither Maxygen nor Bio shall be deemed to comply with clause (i) or (ii) be in breach of this Section 9.05(a) shall not constitute a breach 8.3 by virtue of this Agreement or the their failure of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfied.
(b) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST of disclose any fact, circumstance, event of which Maxygen or circumstance to the knowledge of AIG which Bio, as applicable, did not have Knowledge at any time that such disclosure would reasonably be expected to cause any covenant or agreement of AIG or any SPV contained in this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respect; provided, however, that delivery of any notice pursuant to required by this Section 9.05(b) shall not limit or affect any rights of or remedies available to the FRBNY or the UST8.3.
Appears in 2 contracts
Sources: Master Joint Venture Agreement, Joint Venture Agreement (Maxygen Inc)
Certain Notifications. (a) From To the extent of the actual knowledge of the current senior management of Adaptive exercised in good faith using commercially reasonable efforts to verify the information and facts set forth herein but without any further obligation of investigation, from the date hereof of this Agreement until the ClosingClosing Date, except Seller shall (as Previously Disclosed, AIG shall promptly such acts are applicable to Seller):
(1) Promptly notify the FRBNY, the UST and the Trust Purchaser of (i) any factaction taken by Seller, event or any circumstance to the knowledge of AIG which would or event, that could reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any have a material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, adverse effect on the Adaptive Assets (including the ABL Assets) and (ii) any fact, circumstance, event, changeor action affecting the Adaptive Assets (including the ABL Assets) (A) which, occurrenceif known at the date of this Agreement, condition would have been required to be disclosed in or development pursuant to this Agreement or (B) the existence, occurrence or taking of which AIG would result in any of the representations and warranties of Seller contained in this Agreement or any agreement contemplated to be delivered by or entered into by Seller in connection with or pursuant to this Agreement not being true and correct in all material respects when made or at the Closing, provided, however, if there is aware and which(i) any action taken by Seller, individually or in the aggregateany circumstance or event, has had or would that could reasonably be expected to have an AIG Material Adverse Effect a material adverse effect on the Adaptive Assets (including the ABL Assets) and (ii) any fact, circumstance, event, or action affecting the Adaptive Assets (including the ABL Assets) (A) which, if known at the date of this Agreement, would have been required to be disclosed in or pursuant to this Agreement or (iiiB) the existence, occurrence or taking of which would result in any notice of the representations and warranties of Seller contained in this Agreement or other communication from any Person alleging that the consent of such Person is agreement contemplated to be delivered by or may be required entered into by Seller in connection with the transactions contemplated by the Transaction Documents; provided, however, that delivery of any notice or pursuant to this Agreement not being true and correct in all material respects when made or at the Closing, Purchaser shall be permitted to terminate this Agreement in accordance with the provisions of Section 9.05(a) shall not limit or affect any rights of or remedies available 9.1 hereof (and subject to the FRBNYprovisions of Section 9.2 hereof the Escrow Deposit shall be returned to Purchaser).
(2) Promptly notify Purchaser regarding any material breach of any covenant or obligation of Seller hereunder; and
(3) Promptly notify Purchaser in writing of the occurrence of any circumstance or event which will result in, or could reasonably be expected to result in, the UST, the Trust or failure of Seller to timely satisfy any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) closing conditions specified in Section 7 of this Section 9.05(a) shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfiedAgreement.
(b) From and after the date of this Agreement until the Closing Date, AIG shall promptly Purchaser shall:
(1) Promptly notify Seller in writing of the FRBNY and the UST occurrence of any factcircumstance or event which will result in, event or circumstance to the knowledge of AIG which would could reasonably be expected to cause result in, the failure of Purchaser to timely satisfy any covenant of the closing conditions specified in Section 9 of this Agreement; and
(2) Promptly forward to Seller a copy (unless already served on Seller's counsel) of any notice, application, motion, objection, response, proposed order or agreement of AIG other documents or pleadings relating in any SPV contained in way to this Agreement that contemplates performance after or the Closing Date not to be complied transactions contemplated hereby or thereby (together with or satisfied in any material respect; provided, however, that delivery a true and correct copy of any notice pursuant to this Section 9.05(b) shall not limit such documents or affect any rights of or remedies available to the FRBNY or the USTpleadings).
Appears in 1 contract
Certain Notifications. (a) From the date hereof of this Agreement until the Closing, except as Previously Disclosed, AIG Genius and TWC shall promptly notify the FRBNYother party in writing regarding any:
(a) in the case of Genius, any action taken not in the UST ordinary course of business and the Trust of (i) any fact, circumstance or event or circumstance to the knowledge of AIG which would that could reasonably be expected to cause have a Material Adverse Effect on Genius; or
(b) in the case of TWC, any representation event or warranty of AIG contained in this circumstance that could reasonably be expected to materially adversely affect TWC’s ability to deliver “Covered Product” under the Distribution Agreement to be untrue or inaccurate in any otherwise perform its material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, obligations under the Distribution Agreement.
(iic) any fact, circumstance, event, changeor action by any of them or any of their respective affiliates (i) which, if known on the date of this Agreement, would have been required to be disclosed in or pursuant to this Agreement; or (ii) the existence, occurrence, condition or development taking of which AIG is aware would result in any of their respective representations and whichwarranties contained in this Agreement not being true and correct when made or at Closing;
(d) breach of any of their respective covenants or obligations hereunder; or
(e) circumstance or event which will result in, individually or in the aggregate, has had or would could reasonably be expected to have an AIG Material Adverse Effect or (iii) result in, the failure of any notice or other communication from of them to timely satisfy any Person alleging that the consent closing conditions specified in Article VI of such Person is or may be required in connection with the transactions contemplated by the Transaction Documentsthis Agreement; provided, however, that the delivery of any notice pursuant to this Section 9.05(a) 4.4 shall not limit or otherwise affect any rights of or the remedies available hereunder to the FRBNYeither party, the UST, the Trust or modify in any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) of this Section 9.05(a) shall not constitute a breach of way any disclosure in this Agreement or the failure of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfied.
(b) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST of any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any covenant or agreement of AIG or any SPV contained in this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respect; provided, however, that delivery of any notice pursuant to this Section 9.05(b) shall not limit or affect any rights of or remedies available to the FRBNY TWC Disclosure Letter or the USTGenius Disclosure Letter, as applicable, as of the date hereof.
Appears in 1 contract
Sources: Master Contribution Agreement (Genius Products Inc)
Certain Notifications. (a) From Between the date hereof until of this Agreement and the Closingearlier of the Effective Time or the date of termination of this Agreement pursuant to Article IX, except each of the Company and Parent shall promptly, upon Knowledge of the Company or Knowledge of Parent, as Previously Disclosedapplicable, AIG shall promptly thereof, notify the FRBNY, the UST and the Trust other of (i) any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, including the Transaction Documents; providedMerger, however, that delivery of (ii) any notice pursuant to or communication from any Governmental Entity in connection with the transactions contemplated by this Section 9.05(aAgreement, including the Merger and (iii) shall not limit any action or affect any rights of or remedies available proceeding commenced or, to the FRBNYKnowledge of the Company or Parent, threatened against the UST, the Trust Company or Parent or any of their respective Subsidiaries which relates to the Trustees; providedconsummation of the transactions contemplated by this Agreement, furtherincluding the Merger. Between the date of this Agreement and the earlier of the Effective Time or the date of termination of this Agreement pursuant to Article IX, that a failure each party shall promptly, upon Knowledge thereof, notify the other in writing of (a) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be reasonably likely to comply with clause cause (i) any representation or warranty contained in this Agreement made by such party (A) in the case of any representation or warranty made by Parent or Merger Sub, to be untrue or inaccurate in any material respect and (B) in the case of any representation or warranty made by Company, to be untrue or inaccurate such that the condition set forth in clause (iii)(B) of Annex A would not be satisfied or (ii) of this Section 9.05(a) shall not constitute a breach of this Agreement or the failure of any covenant, condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfied.
(b) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST of any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any covenant or agreement of AIG or any SPV contained in this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respectrespect and (b) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 9.05(b) 7.11 shall not limit or affect any rights of or the remedies available hereunder to the FRBNY or the USTparty receiving such notice.
Appears in 1 contract
Certain Notifications. (a) From Between the date hereof until of this Agreement and the ClosingEffective Time, except as Previously Disclosed, AIG each of the Company and Parent shall promptly notify the FRBNY, the UST and the Trust other of (i) any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, including the Transaction DocumentsMerger, (ii) any notice or communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, including the Merger, and (iii) any action or proceeding commenced or, to the Knowledge of the Company or the Parent, threatened against the Company or Parent or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 5.7 or which relates to the consummation of the transactions contemplated by this Agreement, including the Merger. Between the date of this Agreement and the Effective Time, each party shall promptly upon knowledge thereof notify the other parties hereto in writing of (a) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (b) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 9.05(a) 7.10 shall not limit cure any breach of any representation or affect any rights warranty requiring disclosure of or remedies available such matter prior to the FRBNY, the UST, the Trust or any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) of this Section 9.05(a) shall not constitute a breach date of this Agreement or the failure of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfied.
(b) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST of any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any covenant or agreement of AIG or any SPV contained in this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respect; provided, however, that delivery of any notice pursuant to this Section 9.05(b) shall not otherwise limit or affect any rights of or the remedies available hereunder to the FRBNY or the USTparty receiving such notice.
Appears in 1 contract
Sources: Merger Agreement (Comtech Telecommunications Corp /De/)
Certain Notifications. (a) From At all times from the date hereof until to the ClosingClosing Date, except as Previously Disclosed, AIG each party shall use its reasonable efforts to promptly notify the FRBNYother parties in writing of the occurrence of any event known to such party that will or may result in the failure to satisfy any of the conditions specified in Article VIII hereof (provided, that the failure of such party to so inform the other parties shall not constitute a waiver by such party of any such condition or be prejudicial to the exercise of such party's right to terminate this Agreement pursuant to Article IX).
(b) At any time, or from time to time, prior to the Closing Date, the UST Shareholder may elect, in its sole discretion, to prepare, execute and deliver, in good faith, to Purchaser a letter, which shall be addressed to Purchaser and Purchaser Sub and include a statement therein, in boldface type, to the Trust of effect that such letter is a "Shareholder Update Letter" referred to in this Section 7.4(b) (each, a "Shareholder Update Letter"), which describes, in reasonable detail, (i) any factone or more specific events which have occurred after the date hereof (each, event an "Intervening Event") which have caused the inaccuracy or circumstance to the knowledge breach of AIG which would reasonably be expected to cause any representation or warranty of AIG contained to be made by the Shareholder or the Company in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement as of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respectthe Closing (each, a "Breached Representation"), (ii) the Breached Representation which will, as a result of the occurrence of such Intervening Event, be made inaccurate or be breached (with specific section and sentence references identifying such Breached Representation included in such Shareholder Update Letter) and (iii) a good faith estimate of the amount and composition, as of the Closing, of the Damages reasonably likely to arise out of, result from, or relate to such inaccuracy or breach. Such Shareholder Update Letter shall not refer to any fact, circumstancecircumstance or matter in existence, eventor event which has occurred, changeon or prior to the date hereof which would have been required to be set forth or described in any of the Schedules hereto or which is necessary to correct or make the representations and warranties contained herein correct and complete as of the date hereof or as of the Closing (collectively, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by the Transaction Documents"Pre-Signing Events"); provided, however, that delivery the receipt or acceptance by Purchaser and Purchaser Sub of a Shareholder Update Letter shall not constitute a waiver of any notice inaccuracies or breaches of any representation or warranty made or to be made by the Shareholder or the Company or prevent Purchaser or Purchaser Sub from terminating this Agreement pursuant to this Section 9.05(a) shall not limit 9.1 or affect obtaining the expenses contemplated by Section 12.1 at any rights of time at or remedies available prior to the FRBNY, the UST, the Trust or any of the TrusteesClosing; and provided, further, however, that the receipt or acceptance by Purchaser and Purchaser Sub of a failure to comply with clause (i) or (ii) Shareholder Update Letter and the subsequent occurrence of this Section 9.05(a) a Closing shall not constitute a breach of this Agreement or the failure waiver of any condition set forth in Section 10.02(a) Damages which arise out of, result from, or relate to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfiedPre-Signing Events.
(b) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST of any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any covenant or agreement of AIG or any SPV contained in this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respect; provided, however, that delivery of any notice pursuant to this Section 9.05(b) shall not limit or affect any rights of or remedies available to the FRBNY or the UST.
Appears in 1 contract
Certain Notifications. 60
(a) From Between the date hereof until of this Agreement and the ClosingEffective Time, except as Previously Disclosed, AIG each of the Company and Parent shall promptly notify the FRBNY, the UST and the Trust other of (i) any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, including the Transaction DocumentsMerger, (ii) any notice or communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, including the Merger, and (iii) any action or proceeding commenced or, to the Knowledge of the Company or the Parent, threatened against the Company or Parent or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 5.7 or which relates to the consummation of the transactions contemplated by this Agreement, including the Merger. Between the date of this Agreement and the Effective Time, each party shall promptly upon knowledge thereof notify the other parties hereto in writing of (a) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which has caused or would be reasonably likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect (except to the extent such representations and warranties are given as of a specific date or period and relate solely to such specific date or period and then as to such earlier date), or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied, and (b) any failure of the Company or Parent, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 9.05(a) 7.10 shall not limit cure any breach of any representation or affect any rights warranty requiring disclosure of or remedies available such matter prior to the FRBNY, the UST, the Trust or any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) of this Section 9.05(a) shall not constitute a breach date of this Agreement or otherwise limit or affect the failure remedies available hereunder to the party receiving such notice; provided further, that notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub’s notification obligations to the extent relating to the Financing shall be exclusively governed by the provisions of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfied7.14.
(b) From and after To the Closing Dateextent permitted by applicable law, AIG the Company shall promptly notify the FRBNY and the UST Parent of any fact, event or circumstance to matter that the knowledge of AIG which would Company has determined could reasonably be expected to cause result in disclosure (voluntary or otherwise) to any covenant Governmental Entity regarding any potential violation or agreement liability of AIG the Company or any SPV contained in this Agreement that contemplates performance after the Closing Date not of its Subsidiaries arising under or relating to be complied any Export Control and Import Laws and, prior to such disclosure, provide Parent with or satisfied in a reasonable opportunity to review any material respect; provided, however, that delivery of any notice pursuant to this Section 9.05(b) shall not limit or affect any rights of or remedies available to the FRBNY or the USTsuch proposed disclosure.
Appears in 1 contract
Certain Notifications. (a) From the date hereof until the Closingearlier of the Closing Date or termination of this Agreement, except as Previously Disclosed, AIG Seller shall promptly notify give prompt notice to the FRBNY, the UST and the Trust Purchaser of (ia) the occurrence or non-occurrence of any factevent, event or circumstance to the knowledge existence or non-existence of AIG any condition, fact or circumstance, which would reasonably could be expected to cause any representation or warranty of AIG Seller contained in this Agreement to be untrue or inaccurate in any material respect at or prior to cause the Closing Date such that the conditions to closing set forth in Section 8.1(a) would not be satisfied, and (b) any covenant failure of Seller to comply with or satisfy any covenant, condition or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person alleging by it hereunder such that the consent of such Person is or may conditions to closing set forth in Section 8.1(b) would not be required in connection with satisfied; provided that the transactions contemplated by the Transaction Documents; provided, however, that delivery of any notice pursuant to this Section 9.05(a) 6.4 shall not limit or otherwise affect any rights of or remedies available to the FRBNY, party receiving such notice. No notification or update under this Section 6.4 or otherwise shall be deemed to supplement or amend the UST, Seller Disclosure Schedule for the Trust or any purpose of determining satisfaction of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) of this Section 9.05(a) shall not constitute a breach of this Agreement or the failure of any condition conditions set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfied7.1.
(b) From and after the date hereof until the earlier of the Closing DateDate or termination of this Agreement, AIG Purchaser shall promptly notify give prompt notice to the FRBNY and Seller of (a) the UST occurrence or non-occurrence of any factevent, event or circumstance to the knowledge existence or non-existence of AIG any condition, fact or circumstance, which would reasonably could be expected to cause any covenant representation or agreement warranty of AIG or any SPV Purchaser contained in this Agreement that contemplates performance after to be untrue or inaccurate in any material respect at or prior to the Closing Date such that the conditions to closing set forth in Section 8.2(a) would not be satisfied, and (b) any failure of Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder such that the conditions to closing set forth in any material respectSection 8.2(b) would not be satisfied; provided, however, provided that the delivery of any notice pursuant to this Section 9.05(b) 6.4 shall not limit or otherwise affect any rights of or remedies available to the FRBNY party receiving such notice. No notification or update under this Section 6.4 or otherwise shall be deemed to supplement or amend the USTParent Disclosure Schedule for the purpose of determining satisfaction of the conditions set forth in Section 7.1.
Appears in 1 contract
Certain Notifications. (a) From Between the date hereof until and the ClosingEffective Time, except as Previously Disclosed, AIG the Company shall promptly notify the FRBNY, the UST Parent and the Trust Acquisition Sub of (i) any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by hereby, other than where the Transaction Documents; provided, however, that delivery of any notice pursuant to this Section 9.05(a) shall not limit or affect any rights of or remedies available to the FRBNY, the UST, the Trust or any of the Trustees; provided, further, that a failure to comply with clause (i) or obtain such consent could not reasonably be expected to have a Company Material Adverse Effect, (ii) any notice or communication from any Governmental Entity in connection with the transactions contemplated hereby and (iii) any action, suit, charge, complaint, grievance or proceeding commenced or, to the Company's Knowledge, threatened against the Company or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 9.05(a) 3.13 or which relates to the consummation of the transactions contemplated hereby. Between the date hereof and the Effective Time, Parent and Acquisition Sub shall not constitute a breach promptly notify the Company of any action, suit, charge, complaint, grievance or proceeding commenced or, to the Knowledge of Parent or Acquisition Sub, threatened against Parent or Acquisition Sub which, if pending on the date of this Agreement Agreement, would have been required to have been disclosed pursuant to Section 4.10 or which relates to the failure consummation of the transactions contemplated hereby. Between the date hereof and the Effective Time, each party shall promptly notify the other parties hereto in writing after becoming aware of the occurrence of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect event which will, or material breach would independently is reasonably likely to, result in the failure to satisfy any of a condition set forth the conditions specified in Section 10.02(a) to be satisfiedArticle VI.
(b) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST of any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any covenant or agreement of AIG or any SPV contained in this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respect; provided, however, that delivery of any notice pursuant to this Section 9.05(b) shall not limit or affect any rights of or remedies available to the FRBNY or the UST.
Appears in 1 contract
Sources: Merger Agreement (Ceres Group Inc)
Certain Notifications. (a) From the date hereof until the Closing, except Sellers shall (as Previously Disclosed, AIG shall promptly such acts are applicable to Sellers):
(1) Promptly notify the FRBNY, the UST and the Trust Purchaser of (i) any factaction taken by Sellers, event or any circumstance to the knowledge of AIG which would or event, that could reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, have a Material Adverse Effect and (ii) any fact, circumstance, event, changeor action affecting the Purchased Assets (A) which, occurrenceif known at the Commencement Date, condition would have been required to be disclosed in or development pursuant to this Agreement or (B) the existence, occurrence or taking of which AIG would result in any of the representations and warranties of Sellers contained in this Agreement or any agreement contemplated to be delivered by or entered into by Sellers in connection with or pursuant to this Agreement not being true and correct in all material respects as of the Commencement Date or at the Closing, provided, however, if there is aware and which(i) any action taken by Sellers, individually or in the aggregateany circumstance or event, has had or would that could reasonably be expected to have an AIG a Material Adverse Effect and (ii) any fact, circumstance, event, or action affecting the Purchased Assets (A) which, if known at the Commencement Date, would have been required to be disclosed in or pursuant to this Agreement or (iiiB) the existence, occurrence or taking of which would result in any notice of the representations and warranties of Sellers contained in this Agreement or other communication from any Person alleging that the consent of such Person is agreement contemplated to be delivered by or may be required entered into by Sellers in connection with the transactions contemplated by the Transaction Documents; provided, however, that delivery of any notice or pursuant to this Agreement not being true and correct in all material respects as of the Commencement Date or at the Closing, Purchaser shall be permitted to terminate this Agreement in accordance with the provisions of Section 9.05(a9.4 hereof.
(2) shall not limit Promptly notify Purchaser regarding any material breach of any covenant or affect obligation of Sellers hereunder; and
(3) Promptly notify Purchaser in writing of the occurrence of any rights of circumstance or remedies available event which will result in, or could reasonably be expected to the FRBNYresult in, the UST, the Trust or failure of Sellers to timely satisfy any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) closing conditions specified in Section 7 of this Section 9.05(a) shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfiedAgreement.
(b) From and after the Signing Date until the Closing Date, AIG shall promptly Purchaser shall:
(1) Promptly notify Sellers in writing of the FRBNY and the UST occurrence of any factcircumstance or event which will result in, event or circumstance to the knowledge of AIG which would could reasonably be expected to cause result in, the failure of Purchaser to timely satisfy any covenant of the closing conditions specified in Section 8 of this Agreement; and
(2) Promptly forward to Sellers a copy (unless already served on Sellers' counsel) of any notice, application, motion, objection, response, proposed order or agreement of AIG other documents or pleadings relating in any SPV contained in way to this Agreement that contemplates performance after or the Closing Date not to be complied transactions contemplated hereby or thereby (together with or satisfied in any material respect; provided, however, that delivery a true and correct copy of any notice pursuant to this Section 9.05(b) shall not limit such documents or affect any rights of or remedies available to the FRBNY or the USTpleadings).
Appears in 1 contract
Certain Notifications. (a) From Between the date hereof until of this Agreement and the Closingearlier of the Effective Time or the date of termination of this Agreement pursuant to Article IX, except as Previously Disclosedeach of the Company and Parent shall promptly, AIG shall promptly upon Knowledge thereof, notify the FRBNY, the UST and the Trust other of (i) any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, including the Transaction Documents; providedMerger, however, that delivery of (ii) any notice pursuant to or communication from any Governmental Entity in connection with the transactions contemplated by this Section 9.05(aAgreement, including the Merger and (iii) shall not limit any action or affect any rights of or remedies available proceeding commenced or, to the FRBNYKnowledge of the Company or Parent, threatened against the UST, the Trust Company or Parent or any of their respective Subsidiaries which relates to the Trustees; providedconsummation of the transactions contemplated by this Agreement, furtherincluding the Merger. Between the date of this Agreement and the earlier of the Effective Time or the date of termination of this Agreement pursuant to Article IX, that a failure each party shall promptly, upon Knowledge thereof, notify the other in writing of (a) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be reasonably likely to comply with clause cause (i) any representation or warranty contained in this Agreement made by such party (A) in the case of any representation or warranty made by Parent or Merger Sub, to be untrue or inaccurate in any material respect and (B) in the case of any representation or warranty made by Company, to be untrue or inaccurate such that the condition set forth in clause (c)(iii)(B) of Annex A would not be satisfied or (ii) of this Section 9.05(a) shall not constitute a breach of this Agreement or the failure of any covenant, condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfied.
(b) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST of any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any covenant or agreement of AIG or any SPV contained in this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respectrespect and (b) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 9.05(b) 7.11 shall not limit or affect any rights of or the remedies available hereunder to the FRBNY or the USTparty receiving such notice.
Appears in 1 contract
Certain Notifications. (a) From Between the date hereof until of this Agreement and the ClosingEffective Time, except as Previously Disclosed, AIG each of the Company and Parent shall promptly notify the FRBNY, the UST and the Trust other of (i) any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, including the Transaction DocumentsMerger, (ii) any notice or communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, including the Merger, and (iii) any action or proceeding commenced or, to the Knowledge of the Company or the Parent, threatened against the Company or Parent or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 5.7 or which relates to the consummation of the transactions contemplated by this Agreement, including the Merger. Between the date of this Agreement and the Effective Time, each party shall promptly upon knowledge thereof notify the other parties hereto in writing of (a) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which has caused or would be reasonably likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect (except to the extent such representations and warranties are given as of a specific date or period and relate solely to such specific date or period and then as to such earlier date), or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied, and (b) any failure of the Company or Parent, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 9.05(a) 7.10 shall not limit cure any breach of any representation or affect any rights warranty requiring disclosure of or remedies available such matter prior to the FRBNY, the UST, the Trust or any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) of this Section 9.05(a) shall not constitute a breach date of this Agreement or otherwise limit or affect the failure remedies available hereunder to the party receiving such notice; provided further, that notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub's notification obligations to the extent relating to the Financing shall be exclusively governed by the provisions of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfied7.14.
(b) From and after To the Closing Dateextent permitted by applicable law, AIG the Company shall promptly notify the FRBNY and the UST Parent of any fact, event or circumstance to matter that the knowledge of AIG which would Company has determined could reasonably be expected to cause result in disclosure (voluntary or otherwise) to any covenant Governmental Entity regarding any potential violation or agreement liability of AIG the Company or any SPV contained in this Agreement that contemplates performance after the Closing Date not of its Subsidiaries arising under or relating to be complied any Export Control and Import Laws and, prior to such disclosure, provide Parent with or satisfied in a reasonable opportunity to review any material respect; provided, however, that delivery of any notice pursuant to this Section 9.05(b) shall not limit or affect any rights of or remedies available to the FRBNY or the USTsuch proposed disclosure.
Appears in 1 contract
Certain Notifications. At least five (a5) From Business Days, but not more than twenty (20) Business Days, prior to the date hereof until Closing (or five (5) Business Days after request by the ClosingJPMP Entities or BBI in the event either such Purchaser elects to exercise the option pursuant to the Option Agreement), except as Previously Disclosed, AIG the Company shall promptly notify the FRBNYPurchasers in writing of the occurrence, the UST and the Trust or failure to occur, of (i) any factevent, event which occurrence or circumstance failure to the knowledge of AIG which would occur could be reasonably be expected likely to cause any representation or warranty of AIG by the Company contained in this Agreement to be untrue or inaccurate in any material respect as if such representation and warranty were made at such time (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and those representations and warranties which are made as of a specific date, which shall have been true and correct as of such date). The Company shall, in good faith, prepare such notice (each, a "Company Update Letter"), which shall describe in reasonable detail (i) any event or circumstance which has occurred or arisen, or is reasonably likely to occur or arise, after the date hereof and has caused or is reasonably likely to cause the inaccuracy or a breach of any covenant representation or agreement of AIG or any SPV contained warranty made by the Company in this Agreement not to be complied with or satisfied in any material respecton the date hereof (each, a "Breached Representation"), (ii) any factthe Breached Representation which will, circumstanceor is reasonably likely to, event, change, occurrence, condition be made inaccurate or development of which AIG is aware be breached and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice a good faith estimate of the amount and composition of the Losses reasonably likely to arise out of, result from, or other communication from any Person alleging that the consent of relate to such Person is Breached Representation. The receipt or may be required in connection with the transactions contemplated acceptance by the Transaction Documents; provided, however, that delivery Purchasers of any notice pursuant to this Section 9.05(a) shall not limit or affect any rights of or remedies available to the FRBNY, the UST, the Trust or any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) of this Section 9.05(a) Company Update Letter shall not constitute a waiver of any inaccuracy or breach of any representation or warranty made or to be made by the Company or prevent the Purchasers from exercising their rights to terminate this Agreement pursuant to Section 9.1(a)(iv)(A) or (v) at any time prior to the failure Closing. Further, the receipt or acceptance by the Purchasers of a Company Update Letter and the subsequent occurrence of a Closing shall not constitute a waiver of any condition set forth in Section 10.02(a) Losses which arise out of, result from, or relate to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfied.
(b) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST of any fact, circumstance or matter in existence, or event which had occurred, on or circumstance prior to the knowledge of AIG date hereof and which would reasonably have been required to be expected set forth or described in response to cause any covenant a representation or agreement warranty made by the Company hereunder or which is necessary to correct or make the representations and warranties contained herein correct and complete as of AIG or any SPV the date hereof. Notwithstanding anything to the contrary contained in this Agreement Section 8.10, in the event that contemplates performance at any time after the Closing Date not date hereof the Board's good faith estimate of the amount and composition of the Losses reasonably likely to be complied with arise out of, result from, or satisfied in any material respect; providedrelate to Breached Representations equals or exceeds $3,500,000, however, that delivery of any notice pursuant to this Section 9.05(b) the Company shall not limit or affect any rights of or remedies available promptly prepare and deliver a Company Update Letter to the FRBNY or the USTPurchasers.
Appears in 1 contract
Sources: Securities Purchase Agreement (Seattle Genetics Inc /Wa)
Certain Notifications. (a) From the date hereof of this Agreement until the Closing, except as Previously Disclosed, AIG Seller shall promptly notify the FRBNY, the UST and the Trust of Purchaser in writing regarding any:
(i) Action taken by Seller not in the ordinary course of business and any fact, circumstance or event or circumstance to the knowledge of AIG which would that could reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, have a Material Adverse Effect on the Business;
(ii) any factFact, circumstance, event, changeor action by Seller (A) which, if known on the date of this Agreement, would have been required to be disclosed in or pursuant to this Agreement; or (B) the existence, occurrence, condition or development taking of which AIG is aware would result in any of the representations and which, individually warranties of Seller contained in this Agreement or in the aggregateany Transaction Agreement not being true and correct when made or at Closing;
(iii) Breach of any covenant or obligation of Seller hereunder; and
(iv) Circumstance or event which will result in, has had or would could reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by the Transaction Documents; provided, however, that delivery of any notice pursuant to this Section 9.05(a) shall not limit or affect any rights of or remedies available to the FRBNYresult in, the UST, the Trust or failure of Seller to timely satisfy any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) closing conditions specified in Article 9 of this Section 9.05(a) shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfiedAgreement.
(b) From and after the Closing Datedate of this Agreement until the Closing, AIG Purchaser shall promptly notify Seller in writing regarding any:
(i) Filing of Purchaser with the FRBNY and the UST of any factSEC;
(ii) Fact, circumstance, event or circumstance action by Purchaser (A) which, if known on the date of this Agreement, would have been required to be disclosed in or pursuant to this Agreement; or (B) the knowledge existence, occurrence, or taking of AIG which would result in any of the representations and warranties of Purchaser contained in this Agreement or in any Transaction Agreement not being true and correct when made or at Closing;
(iii) Breach of any covenant or obligation of Purchaser hereunder; and
(iv) Circumstances or event which will result in, or could reasonably be expected to cause result in, the failure of Purchaser to fully satisfy any covenant or agreement of AIG or any SPV contained the closing conditions specified in Article 9 of this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respect; provided, however, that delivery of any notice pursuant to this Section 9.05(b) shall not limit or affect any rights of or remedies available to the FRBNY or the USTAgreement.
Appears in 1 contract
Certain Notifications. (a) From the date hereof until the Closing, except as Previously Disclosed, AIG shall promptly notify the FRBNY, the UST and the Trust of The Company shall:
(i) Use commercially reasonable efforts to promptly notify Eldorado and the Investors in writing of the occurrence of any factcircumstance or event that will result in, event or circumstance to the knowledge of AIG which would could reasonably be expected to cause result in, the failure of the Company to timely satisfy any representation of the closing conditions specified in Section 6.1 or warranty 6.2 of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, Agreement;
(ii) any factUse commercially reasonable efforts to promptly forward to Eldorado and the Investors at least three (3) business days in advance of filing, circumstanceexcept in case of emergency, eventdrafts, changefor Eldorado’s and the Investor’s reasonable comment, occurrenceof all pleadings, condition or development of which AIG is aware motions, notices, statements, schedules, applications, reports and whichother papers that the Company intends to file in the Chapter 11 Cases that relate to this Agreement, individually the Investment, Eldorado, the Investors, or in any manner relate to or affect the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or Contemplated Transactions; and
(iii) Promptly forward to Eldorado and the Investors a copy (unless already served on Eldorado’s counsel and the Investors’ counsel) of any notice notice, application, motion, objection, response, proposed order or other communication from any Person alleging that the consent of such Person is documents or may be required in connection pleadings filed with the transactions contemplated a court or regulatory agency and received by the Transaction Documents; provided, however, that delivery of Company relating in any notice pursuant way to this Section 9.05(a) shall not limit or affect any rights of or remedies available to the FRBNY, the UST, the Trust or any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) of this Section 9.05(a) shall not constitute a breach of this Agreement or the failure Contemplated Transactions (together with a copy of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect such documents or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfiedpleadings).
(b) From Eldorado and after the Closing Date, AIG shall promptly Investors shall:
(i) Promptly notify the FRBNY and Company in writing of the UST occurrence of any factcircumstance or event that will result in, event or circumstance to the knowledge of AIG which would could reasonably be expected to cause result in, the failure of Eldorado or the Investors to timely satisfy any covenant of the closing conditions specified in Section 6.1 or agreement 6.2 of AIG this Agreement; and
(ii) Promptly forward to the Company a copy (unless already served on the Company’s counsel) of any notice, application, motion, objection, response, proposed order or other documents or pleadings filed with a court or regulatory agency and received by Eldorado or the Investors relating in any SPV contained in way to this Agreement that contemplates performance after or the Closing Date not to be complied Contemplated Transactions (together with or satisfied in any material respect; provided, however, that delivery a copy of any notice pursuant to this Section 9.05(b) shall not limit such documents or affect any rights of or remedies available to the FRBNY or the USTpleadings).
Appears in 1 contract
Certain Notifications. (a) From Between the date hereof until and the ClosingEffective Time, except as Previously Disclosed, AIG the Company shall promptly notify the FRBNY, the UST Parent and the Trust Acquisition Sub of (i) any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by hereby, other than where the Transaction Documents; provided, however, that delivery of any notice pursuant to this Section 9.05(a) shall not limit or affect any rights of or remedies available to the FRBNY, the UST, the Trust or any of the Trustees; provided, further, that a failure to comply with clause (i) or obtain such consent could not reasonably be expected to have a Company Material Adverse Effect, (ii) any notice or communication from any Governmental Entity in connection with the transactions contemplated hereby and (iii) any action, suit, charge, complaint, grievance or proceeding commenced or, to the Company’s Knowledge, threatened against the Company or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 9.05(a) 3.13 or which relates to the consummation of the transactions contemplated hereby. Between the date hereof and the Effective Time, Parent and Acquisition Sub shall not constitute a breach promptly notify the Company of any action, suit, charge, complaint, grievance or proceeding commenced or, to the Knowledge of Parent or Acquisition Sub, threatened against Parent or Acquisition Sub which, if pending on the date of this Agreement Agreement, would have been required to have been disclosed pursuant to Section 4.10 or which relates to the failure consummation of the transactions contemplated hereby. Between the date hereof and the Effective Time, each party shall promptly notify the other parties hereto in writing after becoming aware of the occurrence of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect event which will, or material breach would independently is reasonably likely to, result in the failure to satisfy any of a condition set forth the conditions specified in Section 10.02(a) to be satisfiedArticle VI.
(b) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST of any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any covenant or agreement of AIG or any SPV contained in this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respect; provided, however, that delivery of any notice pursuant to this Section 9.05(b) shall not limit or affect any rights of or remedies available to the FRBNY or the UST.
Appears in 1 contract
Sources: Merger Agreement (Great American Financial Resources Inc)
Certain Notifications. (a) From the date hereof until the Closing, except as Previously Disclosed, AIG shall promptly notify the FRBNY, the UST and the Trust of (i) any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any representation or warranty 80 (NY) 07865/002/RECAPITALIZATION/Master.Transaction.Agt.doc of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (ii) any fact, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG Material Adverse Effect or (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by the Transaction Documents; provided, however, that delivery of any notice pursuant to this Section 9.05(a) shall not limit or affect any rights of or remedies available to the FRBNY, the UST, the Trust or any of the Trustees; provided, further, that a failure to comply with clause (i) or (ii) of this Section 9.05(a) shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 10.02(a) to be satisfied unless the underlying AIG Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 10.02(a) to be satisfied.
(b) From and after the Closing Date, AIG shall promptly notify the FRBNY and the UST of any fact, event or circumstance to the knowledge of AIG which would reasonably be expected to cause any covenant or agreement of AIG or any SPV contained in this Agreement that contemplates performance after the Closing Date not to be complied with or satisfied in any material respect; provided, however, that delivery of any notice pursuant to this Section 9.05(b) shall not limit or affect any rights of or remedies available to the FRBNY or the UST.
Appears in 1 contract
Sources: Master Transaction Agreement
Certain Notifications. (a) From the date hereof until the Closing, except as Previously Disclosed, AIG shall promptly notify the FRBNY, the UST and the Trust of The Company shall:
(i) any factpromptly notify Purchaser Representative, event or circumstance to in writing of the knowledge occurrence of AIG which would reasonably be expected to cause any representation or warranty of AIG contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of AIG or any SPV contained in this Agreement not to be complied with or satisfied in any material respect, (iiA) any factcircumstance or event that will result in, circumstance, event, change, occurrence, condition or development of which AIG is aware and which, individually or in the aggregate, has had or would reasonably be expected to have an AIG result in, the failure of any of the closing conditions specified in Section 10.1 or Section 10.3 to be satisfied, (B) any Material Adverse Effect or and (iiiC) any notice Legal Proceedings pending or other communication from threatened by any Person alleging that stockholder of the consent of such Person is or may be required Company in connection with this Agreement or any of the transactions contemplated by Transactions;
(ii) promptly forward to Purchaser Representative, at least three (3) Business Days in advance of filing or execution (as applicable), drafts, for Purchaser Representative’s review and comment, of (A) memoranda of law and declarations/affidavits regarding the Transaction DocumentsPlan or the Disclosure Statement; (B) the schedules and statements of financial affairs of the Company and the Subsidiary Debtors, if any; (C) all other pleadings, motions, proposed orders, statements, schedules, applications, reports, declarations, affidavits, exhibits and other papers that the Company or the Subsidiary Debtors intend to file in the Bankruptcy Case that relate to this Agreement, the Transaction, the Plan (including the solicitation or confirmation thereof), or in any manner relate to or affect the Transactions; consult with Purchasers and the Purchaser Designees in good faith with respect to any comments it provides and unless such comments would be inconsistent with this Agreement or the Plan, use reasonable efforts to include them; provided, however, that delivery in the case of the emergency filing of any notice pursuant to this Section 9.05(a) shall not limit or affect any rights of or remedies available to the FRBNY, the UST, the Trust or any of the Trustees; provided, further, that a failure to comply with clause document listed in subclause (i) or (iiC) of this Section 9.05(a8.10(a)(ii) the Company shall not constitute a breach be required to the extent not practical to provide three (3) Business Days’ advance notice but shall forward drafts to Purchaser Representative so as to provide Purchaser Representative advance notice for review and reasonable comment;
(iii) (A) consult with Purchaser Representative, with respect to any pleadings or other papers it intends to file with the Bankruptcy Court in connection with, or that might reasonably affect the Confirmation Order, (B) promptly forward to Purchaser Representative as soon as practicable drafts of (I) any proposed amendment, modification, supplement, or exhibit to the Disclosure Statement, (II) amendments to the Plan, (III) supplemental Plan documents (including, any schedule related to the assumption or rejection of executory Contracts and any notice to Interested Persons sent pursuant to Section 7.2(c)), (IV) the Confirmation Order, (V) the stipulation providing for use of cash collateral by the Company and the Subsidiary Debtors and related pleadings, (VI) any postpetition financing agreement and related documents and pleadings, (VII) any motion it files in the Bankruptcy Case (to the extent such motion would have any adverse effect on Purchasers, the Purchaser Designees, the Company or any of its Subsidiaries after Closing, the Transactions, or the likelihood of satisfaction of the conditions to the Purchasers’ and the Purchaser Designee’s obligations hereunder) and (VIII) any exit financing facility agreement and related documents, and (C) consider in good faith any comments provided by Purchaser Representative prior to filing or execution of the final forms of documents listed in this Section 8.10(a)(iii) and unless such comments would be inconsistent with this Agreement or the failure Plan, use reasonable efforts to include them; it being understood that no approval of the documents listed in this Section 8.10(a)(iii) shall be sought without the prior consent of Purchaser Representative and no notices to Interested Persons or Cure Notices shall be filed without the prior consent of Purchaser Representative; and
(iv) promptly forward to Purchaser Representative a copy (unless already served on Purchaser Representative’s counsel) of any condition set forth notice, application, motion, objection, response, proposed order or other documents or pleadings filed with a court or regulatory agency and received by the Company relating in Section 10.02(a) any way to be satisfied unless this Agreement or the underlying AIG Material Adverse Effect or material breach would independently result in Transactions, other than any filing on the failure docket of a condition set forth in Section 10.02(a) to be satisfiedthe Bankruptcy Court.
(b) From Each Purchaser and after the Closing Date, AIG shall Purchaser Designee shall:
(i) promptly notify the FRBNY and Company in writing of the UST occurrence of (A) any factcircumstance or event that will result in, event or circumstance to the knowledge of AIG which would reasonably be expected to cause result in, the failure of any covenant or agreement of AIG the closing conditions specified in Section 10.2 and Section 10.3 to be satisfied and (B) any material adverse effect on the ability of CCL or any SPV contained in Purchaser or Purchaser Designee to perform its obligations under this Agreement or to consummate the Transactions; and
(ii) promptly forward to the Company at least three (3) Business Days in advance of filing or execution (as applicable) drafts, for the Company’s review and reasonable comment, of all pleadings, motions, notices, statements, schedules, applications, reports and other papers that contemplates performance after such Purchaser or Purchaser Designee and/or any of their respective Affiliates intend to file in the Closing Date not Bankruptcy Case that relate to be complied with this Agreement, the Transactions, the Plan (including the solicitation or satisfied confirmation thereof), the Company or any of its Subsidiaries, or in any material respectmanner relate to or affect the Transactions; consult with the Company in good faith with respect to any comments it provides and unless such comments would be inconsistent with this Agreement or the Plan, use reasonable efforts to include them; provided, however, that delivery in the case of the emergency filing of any notice pursuant to document listed in this Section 9.05(b) 8.10(b)(ii), such Purchaser or Purchaser Designee shall not limit or affect any rights of or remedies available be required to the FRBNY or extent not practical to provide three (3) Business Days’ advance notice but shall use commercially reasonable efforts to forward (to the USTextent possible) drafts to the Company so as to provide the Company advance notice for review and reasonable comment.
Appears in 1 contract